EXHIBIT 10
AMENDMENT TO AGREEMENT RE RELEASE
OF CERTAIN TITAN INFORMATION
SYSTEMS CORPORATION COLLATERAL
This Amendment to Agreement Re Release of Certain Titan Information Systems
Corporation Collateral ("Amendment") is entered into by and among the Titan
Corporation, a Delaware corporation ("Borrower"), Imperial Bank, a California
banking corporation ("Imperial"), Sumitomo Bank of California, a California
banking corporation ("Sumitomo") (Imperial and Sumitomo are collectively
referred to herein as the "Banks"), and Sumitomo in its capacity as agent for
Sumitomo and Imperial (the "Agent"), and is dated as of February 25, 1998.
Reference is hereby made to (1) that certain Agreement Re Release of Certain
Titan Information Systems Corporation Collateral dated as of December 8, 1997
(the "Collateral Release Agreement"); (2) that certain Amended and Restated
Commercial Loan Agreement dated as of May 15, 1997 by and between Borrower,
the Banks and Agent (the "Loan Agreement"), and (3) that certain Amendment to
Existing Security Documents between the Banks, Agent, Borrower, and Titan
Information Systems Corporation, a Delaware corporation ("TISC") dated as of
May 15, 1997 (the "Amendment to Existing Security Documents"). Capitalized
terms used but not otherwise defined herein shall have the meaning set forth
in the Loan Agreement, the Collateral Release Agreement, and the Amendment to
Existing Security Documents.
I. RECITALS
A. TISC has changed its name to Linkabit Wireless, Inc. ("Linkabit").
Linkabit is engaged in an initial public offering of its stock (the
"IPO"). The IPO was expected to be finalized by March 15, 1998.
B. The IPO has not been completed and Borrower and Linkabit have
requested that the Banks and Agent extend the time for Linkabit to repay
certain loans and accommodations to Borrower as set forth in the
Collateral Release Agreement.
C. Borrower further desires to amend certain financial reporting
requirements in the Collateral Release Agreement and the Loan Agreement.
D. Borrower desires from time to time to form subsidiaries, affiliates
or other related entities, and the Banks wish to establish requirements
under the Loan Agreement in connection with the formation of any such
entities.
E. The Banks and Agent are willing to consent to such modifications on
the terms and subject to the condition set forth below.
II. AGREEMENT
Now, therefore, it is hereby agreed by and between the parties hereto as
follows.
1. Xxxxxxxxx 0X of the Collateral Release Agreement is amended to
change the date of March 15, 1998, appearing in the 10th, 16th and 21st
lines of said paragraph, to June 30, 1998.
2. The second sentence of paragraph 4 of the Collateral Release
Agreement is deleted and is replaced by the following:
"In addition, on or before February 28, 1998, Borrower shall provide
to each of the Banks, in form and detail reasonably acceptable to
each of the Banks, a detailed post-closing balance sheet of Borrower
and a post-closing, opening balance sheet of Linkabit."
3. The first sentence of section 6.2(e) of the Loan Agreement is
hereby amended to read as follows:
"Borrower will submit annual projections prepared by quarter, for
each new fiscal year contemporaneously with Borrower's delivery of
its fiscal year-end financial statements."
4. Paragraph 6.26 is added to the Loan Agreement to read as follows:
"Borrower will not form any new subsidiary, affiliate or related
entity nor transfer any of Borrower's assets to any subsidiary,
affiliate or related entity without first obtaining the written
consent of Agent to do so, which consent shall not be unreasonably
withheld. At any time that Borrower forms a new subsidiary,
affiliate, or other related entity, it will upon request of Agent or
either of the Banks, execute and deliver a continuing guaranty,
security agreement, and financing statement (UCC-1), together with
such other documents required by Agent or either of the Banks in form
and substance satisfactory to Banks, executed by such entity,
providing assurance to Banks that Banks' lien on all of Borrower's
assets and the assets of Borrower's subsidiaries, affiliates and
related entities is a first lien on all such assets."
5. The Collateral Release Agreement, the Loan Agreement, and the
Amendment to Existing Security Documents remain unmodified and in full
force and effect, except as otherwise amended hereby.
This Amendment is executed as of the date first written above.
"Borrower"
THE TITAN CORPORATION, A Delaware
corporation
By: /s/ XXXX X. XXXXXXX
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Xxxx X. XxXxxxx
Senior Vice President
Chief Financial Officer
"Banks"
THE SUMITOMO BANK OF CALIFORNIA,
a California banking corporation,
in its individual capacity
By: /s/ XXXXXX XXXXXX
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Xxxxxx Xxxxxx, Vice President
IMPERIAL BANK, a California banking
corporation
By: /s/ XXX XXXXXXX
--------------------------------------
Xxx Xxxxxxx, Vice President
"Agent"
THE SUMITOMO BANK OF CALIFORNIA,
a California banking corporation, as
Agent for itself and Imperial Bank
By: /s/ XXXXXX XXXXXX
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Xxxxxx Xxxxxx, Vice President